Common use of Primary Obligations Clause in Contracts

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each other Guarantor, liable to Beneficiaries, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor or whether Borrower or any such other Guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries of whatever remedies they may have against Borrower or any other Guarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries to Borrower or any other Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesLoan Documents. Each person executing this Guaranty as Guarantor agrees that it is directly, jointly directly and severally (but not jointly) with each any and all other Guarantorguarantors of the Guaranteed Obligations, liable to BeneficiariesLender, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, each person signing as Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries of whatever remedies they may have against Borrower or any other Guarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Lender to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Lender shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group or any Bank Product Provider of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law conditions until full and final payment in cash (or any invalidity or irregularity with respect other consideration acceptable to the issuance Foothill in its sole discretion and agreed to by Foothill) of the NotesGuarantied Obligations and the termination of all commitments of Foothill to extend Credit to Debtor or Guarantor. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesGuarantied Party, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Debtor or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower Debtor or another Guarantor any other guarantor or whether Borrower Debtor or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Guarantied Party of whatever remedies they it may have against Borrower Debtor or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Guarantied Party to Borrower Debtor or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Guarantied Party shall be under no obligation to marshal any property or assets of Borrower Debtor or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesGuarantied Party, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Debtor or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower Debtor or another Guarantor any other guarantor or whether Borrower Debtor or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Guarantied Party of whatever remedies they it may have against Borrower Debtor or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Guarantied Party to Borrower Debtor or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Guarantied Party shall be under no obligation to marshal any property or assets of Borrower Debtor or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance and not of collection which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of any instrument, writing or agreement relating to the NotesGuaranteed Obligations. Each Guarantor agrees that it Guarantor is directly, jointly directly and severally with each any other Guarantor, guarantors of the Guaranteed Obligations liable to BeneficiariesAdministrative Agent and Lenders, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor of Borrower’s Indebtedness, obligations or liabilities to Administrative Agent and Lenders (each an “Other Guarantor”) or whether Borrower or any such other Other Guarantor is joined in such action. Guarantor agrees that its Guarantor’s liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries of whatever remedies they may have against Borrower or any other Guarantor, or the enforcement of any lien lien, security interest, mortgage or realization upon any security Beneficiaries or collateral Administrative Agent may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Administrative Agent to Borrower or any other Other Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Administrative Agent shall be under no obligation to marshal any property or assets of Borrower or any other Other Guarantor in favor of such said Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesLoan Documents. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guaranteed Obligations, liable to BeneficiariesFoothill, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Foothill of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Foothill may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Foothill to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Foothill shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, continuing, unconditional, and continuing irrevocable guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesLoan Documents. Each person and entity executing this Guaranty as Guarantor agrees that it is directly, jointly and severally with each any and all other Guarantorguarantors of the Guaranteed Obligations, liable to BeneficiariesLender, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, each person or entity signing as Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Lender of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Lender may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Lender to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Lender shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each other Guarantor, directly liable to Beneficiarieseach Holder of the Debt Securities of any series it guarantees, that the obligations of such each Guarantor hereunder are independent of the obligations of Borrower the Company or any other Guarantorguarantor, and that a separate action may be brought against such each Guarantor, whether such action is brought against Borrower the Company or another Guarantor any other guarantor of such Debt Securities or whether Borrower the Company or any such other Guarantor guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries the Trustee or the Holders of the Debt Securities of the series it guarantees of whatever remedies they may have against Borrower the Company or any other Guarantorguarantor, or the enforcement of any lien Lien or realization upon any security Beneficiaries collateral the Trustee may at any time possesspossess in respect of such Debt Securities. Each Guarantor agrees that any release which may be given by Beneficiaries the Trustee or the Holders of the series of Debt Securities it guarantees to Borrower the Company or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries the Trustee shall be under no obligation to marshal any property or assets of Borrower the Company or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each other Guarantor, liable to Beneficiaries, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor or whether Borrower or any such other Guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries of whatever remedies they may have against Borrower or any other Guarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries to Borrower or any other Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change the financial condition of law Borrower or any invalidity or irregularity with respect to the issuance of the NotesGuarantor. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group or any Bank Product Provider of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance and not of collection which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of any instrument, writing or agreement relating to the NotesGuaranteed Obligations. Each Guarantor agrees that it Guarantor is directly, jointly directly and severally with each any other Guarantor, guarantors of the Guaranteed Obligations liable to BeneficiariesAdministrative Agent and Lenders, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor of Borrower’s Indebtedness, obligations or liabilities to Administrative Agent and Lenders (each an “Other Guarantor”) or whether Borrower DM3\2459884.2 or any such other Other Guarantor is joined in such action. Guarantor agrees that its Guarantor’s liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries of whatever remedies they may have against Borrower or any other Guarantor, or the enforcement of any lien lien, security interest, mortgage or realization upon any security Beneficiaries or collateral Administrative Agent may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Administrative Agent to Borrower or any other Other Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Administrative Agent shall be under no obligation to marshal any property or assets of Borrower or any other Other Guarantor in favor of such said Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, absolute and continuing unconditional guaranty of payment and performance of the Guaranteed Obligations which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesLoan Documents. Each If Guarantor becomes liable for any indebtedness owing by Borrower to Lender by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected thereby, and the rights of Lender hereunder shall be in addition to any and all other rights that Lender may ever have against Guarantor. Guarantor agrees that it is directly, jointly and severally with each any and all other Guarantorguarantors of the Guaranteed Obligations, liable to BeneficiariesLender, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, each person signing as Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Lender of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Lender may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Lender to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Lender shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such Guarantor hereunder are independent of the obligations of any Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor or whether any Borrower or any such other Guarantor guarantor or whether any Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group or any Bank Product Provider of whatever remedies they may have against any Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to any Borrower or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of any Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesLoan Documents. Each Guarantor agrees that it Guarantor is directly, severally and not jointly and severally liable, with each any other Guarantorguarantor of the Guaranteed Obligations, liable to BeneficiariesBank, to the extent set forth in Section 2 hereof, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its Guarantor's liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Bank of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Bank may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Bank to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Bank shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each other Guarantor, liable to the Beneficiaries, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower the Borrower, any other Guarantor or any other GuarantorRestricted Subsidiary, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or the Borrower, another Guarantor or any other Restricted Subsidiary or whether Borrower or the Borrower, any such other Guarantor or any other Restricted Subsidiary is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any Beneficiary of whatever remedies they may have against the Borrower or any other Guarantor, or the enforcement of any lien or realization upon any security Beneficiaries any Beneficiary may at any time possess. Each Guarantor agrees that any release which may be given by the Beneficiaries to Borrower the Borrower, any other Guarantor or any other Guarantor Restricted Subsidiary shall not release such Guarantor. Each Guarantor consents and agrees that the Beneficiaries shall be under no obligation to marshal any property or assets of Borrower the Borrower, any other Guarantor or any other Guarantor Restricted Subsidiary in favor of such GuarantorGuarantor or any other Restricted Subsidiary, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesGuarantied Party for the benefit of the Lender Group, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Debtor or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower Debtor or another Guarantor any other guarantor or whether Borrower Debtor or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Guarantied Party for the benefit of the Lender Group of whatever remedies they it may have against Borrower Debtor or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries the Lender Group or Guarantied Party on behalf thereof to Borrower Debtor or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries the Lender Group or Guarantied Party on behalf thereof shall be under no obligation to marshal any property or assets of Borrower Debtor or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to Beneficiaries, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor or any other guarantor whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notesany promissory notes. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guaranteed Obligations, liable to BeneficiariesFoothill, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Foothill of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Foothill may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Foothill to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Foothill shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty Guarantee is a primary and original obligation of each the Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty guarantee of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of any instrument, writing or agreement relating to the NotesGuaranteed Obligations. Each The Guarantor agrees that it he is directly, jointly and severally with each any other Guarantorguarantor of the Guaranteed Obligations, liable to Beneficiariesthe Bank, that the obligations of such the Guarantor hereunder are independent of the obligations of the Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, the Guarantor whether such action is brought against the Borrower or another Guarantor any other guarantor or whether the Borrower or any such other Guarantor guarantor is joined in such action. The Guarantor agrees that its his liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries of whatever remedies they may have against Borrower or any other Guarantor, or the enforcement of any lien or realization upon any security Beneficiaries or collateral the Bank may at any time possess. Each The Guarantor agrees that any release which may be given by Beneficiaries the Bank to the Borrower or any other Guarantor guarantor shall not release such the Guarantor. Each The Guarantor consents and agrees that Beneficiaries the Bank shall be under no obligation to marshal any property or assets of the Borrower or any other Guarantor guarantor in favor of such the Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Noteslaw. Each Guarantor agrees that it is directly, jointly and severally with each other Guarantor, liable to BeneficiariesSecured Parties, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor or whether Borrower or any such other Guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Secured Parties of whatever remedies they may have against Borrower or any other Guarantor, or the enforcement of any lien or realization upon any security Beneficiaries Secured Parties may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Secured Parties to Borrower or any other Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Secured Parties shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guaranteed Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group shall be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty Agreement is a primary and original obligation of each Affiliated Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, absolute and continuing unconditional guaranty of payment and performance of the Guaranteed Obligations which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesLoan Documents. Each Affiliated Guarantor agrees that it is directly, jointly and severally with each any and all other Guarantorguarantors of the Guaranteed Obligations, liable to BeneficiariesLender, that the obligations of such Affiliated Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, each person signing as Affiliated Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Affiliated Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Lender of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Lender may at any time possess. Each Affiliated Guarantor agrees that any release which may be given by Beneficiaries Lender to Borrower or any other Guarantor guarantor shall not release such Affiliated Guarantor. Each Affiliated Guarantor consents and agrees that Beneficiaries Lender shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Affiliated Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance and not of collection which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of any instrument, writing or agreement relating to the NotesGuaranteed Obligations. Each Guarantor agrees that it Guarantor is directly, jointly directly and severally with each any other Guarantor, guarantors of the Guaranteed Obligations liable to BeneficiariesAdministrative Agent and Lenders, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor of Borrower’s Indebtedness, obligations or liabilities to Administrative Agent and Lenders (each an “Other Guarantor”) or whether Borrower or any such other Other Guarantor is joined in such action. Guarantor agrees that its Guarantor’s liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries of whatever remedies they may have against Borrower or any other Guarantor, or the enforcement of any lien lien, security interest, mortgage or realization upon any security Beneficiaries or collateral Administrative Agent DM3\2459885.2 may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Administrative Agent to Borrower or any other Other Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Administrative Agent shall be under no obligation to marshal any property or assets of Borrower or any other Other Guarantor in favor of such said Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which that shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesAgent for the benefit of the Lender Group, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries the Lender Group of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries the Lender Group may at any time possess. Each Guarantor hereby agrees that any release which that may be given by Beneficiaries Agent on behalf of the Lender Group to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group shall be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of Purchase Documents or with respect to the NotesGuaranteed Obligations. Each Guarantor agrees that it Guarantor is directly, jointly and severally liable, with each any other Guarantorguarantor of the Guaranteed Obligations, liable to BeneficiariesBTCC, to the extent and subject to the limitations set forth in Sections 3 and 4 hereof, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower the Obligors or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor to enforce this Guaranty whether such an action is brought against Borrower the Obligors or another Guarantor any other guarantor or whether Borrower the Obligors or any such other Guarantor is guarantor are joined in such action. Guarantor agrees that its that, subject to the terms and conditions of Sections 3 and 4 hereof, Guarantor's liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries BTCC of whatever remedies they it may have against Borrower the Obligors or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries BTCC may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries BTCC to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries BTCC shall be under no obligation to marshal any property or assets of Borrower the Obligors or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each other GuarantorGuarantor and any other guarantor of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Borrowers or any other Guarantorguarantor, and that a separate action may be brought against such each Guarantor, whether such action is brought against Borrower Borrowers or another any other Guarantor or whether Borrower Borrowers or any such other Guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group of whatever remedies they may have against Borrower Borrowers or any other Guarantor, or the enforcement of any lien Lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower Borrowers or any other Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group shall be under no any obligation to marshal any property or assets of Borrower Borrowers or any other Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, unlimited and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesLender, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Lender of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of Lender. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Lender to Borrower or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Lender shall not be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, Guarantor and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Noteslaw. Each Guarantor agrees that it is directly, and jointly and severally with each any other GuarantorGuarantor of the Guaranteed Obligations, liable to Beneficiariesthe Guaranteed Parties, that the obligations of such each Guarantor hereunder are independent of the obligations of Borrower or any other Guarantor, and that a separate action may be brought against such Guarantor, Guarantor whether such action is brought against Borrower or another any other Guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries the Guaranteed Parties of whatever remedies they may have against Borrower or any other Guarantor, or the enforcement of any lien or realization upon any security Beneficiaries the Guaranteed Parties may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries any Guaranteed Party to Borrower or any other Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries the Guaranteed Parties shall be under no obligation (under Sections 2899 or 3433 of the California Civil Code or otherwise) to marshal any property or assets of Borrower or any other Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This U.K. Guaranty is a primary and original obligation of each U.K. Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each U.K. Guarantor hereby agrees that it is directly, jointly and severally with each other GuarantorU.K. Guarantor and any other guarantor of the U.K. Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group, that the obligations of such U.K. Guarantor hereunder are independent of the obligations of Borrower Borrowers or any other Guarantor, and that a separate action may be brought against such each U.K. Guarantor, whether such action is brought against Borrower Borrowers or another any other Guarantor or whether Borrower Borrowers or any such other Guarantor is joined in such action. Each U.K. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group of whatever remedies they may have against Borrower Borrowers or any other Guarantor, or the enforcement of any lien Lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group. Each U.K. Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower Borrowers or any other Guarantor shall not release such U.K. Guarantor. Each U.K. Guarantor consents and agrees that Beneficiaries no member of the Lender Group shall be under no any obligation to marshal any property or assets of Borrower Borrowers or any other Guarantor in favor of such U.K. Guarantor, or against or in payment of any or all of the U.K. Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesLoan Documents. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guaranteed Obligations, liable to BeneficiariesFoothill, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Borrowers or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor whether such action is brought against a Borrower or another Guarantor any other guarantor or whether such Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Foothill of whatever remedies they it may have against a Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Foothill may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Foothill to a Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Foothill shall be under no obligation to marshal any property or assets of Borrower Borrowers or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesLender, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Lender of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at any time possessby Lender. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Lender to Borrower or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Lender shall not be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.. 

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesLoan Documents. Each Guarantor agrees that it is directly, jointly and severally with each other Guarantor, liable to Beneficiaries, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower the Borrowers or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor whether such action is brought against a Borrower or another Guarantor any other guarantor or whether a Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Agent of whatever remedies they it may have against a Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Agent may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Agent to a Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Agent shall be under no obligation to marshal any property or assets of a Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesWFB, for the benefit of itself and the Bank Product Providers, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Client or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower Client or another Guarantor any other guarantor or whether Borrower Client or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries WFB or any Bank Product Provider of whatever remedies they may have against Borrower Client or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by WFB or any time possessBank Product Provider. Each Guarantor hereby agrees that any release which may be given by Beneficiaries WFB to Borrower Client or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries neither WFB nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Borrower Client or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This U.S. Guaranty is a primary and original obligation of each U.S. Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each U.S. Guarantor hereby agrees that it is directly, jointly and severally with each other GuarantorU.S. Guarantor and any other Guarantor of the U.S. Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group, that the obligations of such U.S. Guarantor hereunder are independent of the obligations of Borrower Borrowers or any other Guarantorguarantor, and that a separate action may be brought against such each U.S. Guarantor, whether such action is brought against Borrower Borrowers or another any other Guarantor or whether Borrower Borrowers or any such other Guarantor is joined in such action. Each U.S. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group of whatever remedies they may have against Borrower Borrowers or any other Guarantor, or the enforcement of any lien Lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group. Each U.S. Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower Borrowers or any other Guarantor shall not release such U.S. Guarantor. Each U.S. Guarantor consents and agrees that Beneficiaries no member of the Lender Group shall be under no any obligation to marshal any property or assets of Borrower Borrowers or any other Guarantor in favor of such U.S. Guarantor, or against or in payment of any or all of the U.S. Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is is, directly, jointly and severally with each other GuarantorGuarantor and any other guarantor of the Guaranteed Obligations, liable to Beneficiariesthe Administrative Agent, for the benefit of the Lender Creditors and the Hedging Creditors, that the obligations of such each Guarantor hereunder are independent of the obligations of Borrower Borrower, each other Guarantor or any other Guarantorguarantor, and that a separate action may be brought against such each Guarantor, whether such action is brought against Borrower Borrower, each other Guarantor or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any Lender Creditor or any Hedging Creditor of whatever remedies they may have against Borrower Borrower, any other Guarantor or any other Guarantorguarantor, or the enforcement of any lien Lien or realization upon any security Beneficiaries may at by any time possessLender Creditor or any Hedging Creditor. Each Guarantor hereby agrees that any release which may be given by Beneficiaries the Administrative Agent to Borrower Borrower, any other Guarantor or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries neither any Lender Creditor nor any Hedging Creditor shall be under no any obligation to marshal any property or assets of Borrower Borrower, any other Guarantor or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to Beneficiaries, Agent that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Agent of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Agent may at any time possess. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Agent shall not be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is is, subject to the Guaranty Limit, an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law conditions until or any invalidity or irregularity with respect unless this Guaranty has been terminated pursuant to the issuance of the NotesSection 2. Each Guarantor hereby agrees that it is directly, jointly and severally with each other Guarantor, directly liable to BeneficiariesTrustee, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower CTI or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower CTI or another Guarantor any other guarantor or whether Borrower CTI or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Trustee of whatever remedies they may have against Borrower CTI or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at any time possessby Trustee. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Trustee to Borrower CTI or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Trustee shall not be under no any obligation to marshal any property or assets of Borrower CTI or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesSubordinated Note. Each Guarantor agrees that it Guarantor is directly, jointly and severally liable, with each any other Guarantorguarantor of the Guaranteed Obligations, liable to BeneficiariesGuarantied Party, to the extent set forth in Section 2 hereof, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Purchaser or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor whether such action is brought against Borrower Purchaser or another Guarantor any other guarantor or whether Borrower Purchaser or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its Guarantor's liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Guarantied Party of whatever remedies they it may have against Borrower Purchaser or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Guarantied Party to Borrower Purchaser or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Guarantied Party shall be under no obligation to marshal any property or assets of Borrower Purchaser or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, absolute and continuing unconditional guaranty of payment and performance of the Guaranteed Obligations which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesLoan Documents. Each entity executing this Guaranty as Guarantor agrees that it is directly, jointly and severally with each any and all other Guarantorguarantors of the Guaranteed Obligations, liable to BeneficiariesLender, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, each entity signing as Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Lender of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Lender may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Lender to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Lender shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each GuarantorGuarantors, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it such Guarantor is directly, jointly and severally with each other GuarantorGuarantor and any other guarantor of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such each Guarantor hereunder are independent of the obligations of Borrower Borrower, each other Guarantor, or any other Guarantorguarantor, and that a separate action may be brought against such any Guarantor, whether such action is brought against Borrower Borrower, any other Guarantor, or another Guarantor any other guarantor or whether Borrower Borrower, any other Guarantor, or any such other Guarantor guarantor is joined in such action. Each Guarantor hereby agrees that its such Guarantor’s liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group or any Bank Product Provider of whatever remedies they may have against Borrower Borrower, any other Guarantor, or any other Guarantorguarantor, or the enforcement of any lien Lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower Borrower, any other Guarantor, or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Borrower Borrower, any other Guarantor, or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesGuarantied Party, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Debtor or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower Debtor or another Guarantor any other guarantor or whether Borrower Debtor or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Guarantied Party of whatever remedies they it may have against Borrower Debtor or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Guarantied Party to Borrower Debtor or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Guarantied Party shall be under no obligation to marshal any property or assets of Borrower Debtor or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesAgent for the benefit of the Lender Group, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Debtor or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower Debtor or another Guarantor any other guarantor or whether Borrower Debtor or any such other Guarantor guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Lender Group of whatever remedies they it may have against Borrower Debtor or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Lender Group may at any time possess. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent on behalf of the Lender Group to Borrower Debtor or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Lender Group shall be under no obligation to marshal any property or assets of Borrower Debtor or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. (a) This Guaranty is a primary and original obligation of each the Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each The Guarantor hereby agrees that it is is, directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to Beneficiariesthe Agent, for the benefit of the Secured Parties, that the obligations of such the Guarantor hereunder are independent of the obligations of Borrower or the Borrower, any other Guarantorguarantor, and that a separate action may be brought against such the Guarantor, whether such action is brought against Borrower or another Guarantor the Borrower, any other guarantor or whether the Borrower or any such other Guarantor guarantor is joined in such action. . (b) The Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any Secured Party of whatever remedies they may have against the Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessSecured Party. Each The Guarantor hereby agrees that any release which may be given by Beneficiaries the Agent to the Borrower or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such the Guarantor. Each The Guarantor consents and agrees that Beneficiaries no Secured Party shall be under no any obligation to marshal any property or assets of the Borrower or any other Guarantor guarantor in favor of such guarantor, or against or in payment of any or all of the Guarantied Obligations. (c) No payment or payments made by the Guarantor, any other guarantor or any other Person or received or collected by the Agent or any other Secured Party from the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guarantied Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder and the Guarantor shall, notwithstanding any such payment or payments, other than payments made by the Guarantor in respect of the Guarantied Obligations or payments received or collected from the Guarantor in respect of the Guarantied Obligations, remain liable for the unpaid or unsatisfied Guarantied Obligations hereunder until the Guarantied Obligations are paid in full and any and all commitments of the Agent and the Lenders to provide financial accommodations to the Borrower have expired or are terminated. (d) When pursuing its rights and remedies hereunder against the Guarantor, the Agent may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower, any other guarantor or any other Person or against any collateral security or guarantee for the Guarantied Obligations or any right of offset with respect thereto, and any failure by the Agent to pursue such other rights or remedies or to collect any payments from the Borrower, the Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, the Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent against the Guarantor. Without limiting the generality of the foregoing, the Guarantor further waives, to the fullest extent permitted by applicable law, any right the Guarantor may have, by statute or otherwise, to require the Agent or any other Secured Party to seek recourse first against the Guarantor or any other Person, or to realize upon any collateral for any of the Guarantied Obligations, as a condition precedent to enforcing the Guarantor’s liabilities and obligations under this Guaranty. The Guarantor consents and agrees that neither the Agent nor any other Secured Party shall be under any obligation to (i) protect, secure, perfect or insure any Lien at any time held by the Agent, for the benefit of the Secured Parties, as security for the Guarantied Obligations or for this Guaranty or any property subject thereto or (ii) marshal any property or assets of the Guarantor or any other guarantor in favor of the Guarantor, or against or in payment of any or all of the Guarantied Obligations. (e) The Guarantor agrees that it is not a surety for purposes of the New York Sureties Act or any similar statutes. The Guarantor waives any right that it may have under the New York Sureties Act or any similar statutes to assert the applicability thereof to the provisions of this Guaranty to require that the Agent commence action against the Borrower or any other Person or against any of the Collateral.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of Purchase Documents or with respect to the NotesGuaranteed Obligations. Each Guarantor agrees that it Guarantor is directly, jointly and severally liable, with each any other Guarantorguarantor of the Guaranteed Obligations, liable to BeneficiariesBTCC, to the extent and subject to the limitations set forth in Sections 3 and 4 hereof, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower the Obligor or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor to enforce this Guaranty whether such an action is brought against Borrower the Obligor or another Guarantor any other guarantor or whether Borrower the Obligor or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its that, subject to the terms and conditions of Sections 3 and 4 hereof, Guarantor's liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries BTCC of whatever remedies they it may have against Borrower the Obligor or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries BTCC may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries BTCC to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries BTCC shall be under no obligation to marshal any property or assets of Borrower the Obligor or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesGuarantied Party, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Guarantied Party of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Guarantied Party to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Guarantied Party shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each other Guarantor, directly liable to BeneficiariesBeneficiaries (on a several and not joint and several basis), that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Borrowers or any other Guarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against a Borrower or another Guarantor or whether a Borrower or any such other Guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries of whatever remedies they may have against Borrower Borrowers or any other Guarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries to a Borrower or any other Guarantor shall not release such Guarantor, except in the event of payment in full of the Guaranteed Obligations. Each Guarantor consents and agrees that that, to the fullest extent permitted by applicable law, Beneficiaries shall be under no obligation to marshal any property or assets of Borrower Borrowers or any other Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesLoan Documents. Each Guarantor agrees that it Guarantor is directly, severally and not jointly and severally liable, with each any other Guarantorguarantor of the Guaranteed Obligations, liable to BeneficiariesBank, to the extent set forth in Section 2 hereof, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its Guarantor’s liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Bank of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Bank may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Bank to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Bank shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each the Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesLoan Agreements. Each The Guarantor agrees that it the Guarantor is directly, severally and not jointly and severally liable, with each any other Guarantorguarantor of the Guaranteed Obligations, liable to BeneficiariesVL, to the extent set forth in Section 2.1 hereof, that the obligations of such the Guarantor hereunder are independent of the obligations of Borrower the Borrower, or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, the Guarantor whether such action is brought against the Borrower or another Guarantor any other guarantor or whether the Borrower or any such other Guarantor guarantor is joined in such action. The Guarantor agrees that its the Guarantor's liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries VL of whatever remedies they it may have against the Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries VL may at any time possess. Each The Guarantor agrees that any release which may be given by Beneficiaries VL to Borrower the Borrower, or any other Guarantor guarantor shall not release such Guarantor. Each The Guarantor consents and agrees that Beneficiaries VL shall be under no obligation to marshal any property or assets of the Borrower or any other Guarantor guarantor in favor of such the Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is is, subject to the Guaranty Limit, an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law conditions until or any invalidity or irregularity with respect unless this Guaranty has been terminated pursuant to the issuance of the NotesSection 2. Each Guarantor hereby agrees that it is directly, jointly and severally with each other Guarantor, directly liable to BeneficiariesAgent, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Borrowers or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower Borrowers or another Guarantor any other LIMITED RECOURSE GUARANTY - Page 4 ------------------------- EXECUTION VERSION guarantor or whether Borrower Borrowers or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Agent of whatever remedies they may have against Borrower Borrowers or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at any time possessby Agent. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower Borrowers or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Agent shall not be under no any obligation to marshal any property or assets of Borrower Borrowers or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesLender and the Bank Product Providers, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Lender and the Bank Product Providers of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Lender and the Bank Product Providers may at any time possess. Each Guarantor hereby agrees that any the release which may be given by Beneficiaries Lender on behalf of itself and any Bank Product Providers to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries neither Lender nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees (a) that it is directly, jointly jointly, and severally with any other guarantor (including each other Guarantor) of the Obligations, liable to Beneficiariesthe Secured Parties, (b) that the obligations of such each Guarantor hereunder are independent of the obligations of Borrower or any other guarantor (including any other Guarantor), and (c) that a separate action may be brought against such each Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor (including any other Guarantor) or whether Borrower or any such other Guarantor guarantor (including any other Guarantor) is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Administrative Agent or any other Secured Party of whatever remedies they it may have against Borrower or any other guarantor (including any other Guarantor), or the enforcement of any lien or realization upon any security Beneficiaries may at by Administrative Agent or any time possessother Secured Party. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Administrative Agent or any other Secured Party to Borrower or any other Guarantor guarantor (including any other Guarantor), or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries neither Administrative Agent nor any other Secured Party shall be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor (including any other Guarantor) in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesLoan Documents. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guaranteed Obligations, liable to BeneficiariesFoothill, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Borrowers or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor whether such action is brought against Borrower Borrowers or another Guarantor any other guarantor or whether Borrower Borrowers or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Foothill of whatever remedies they it may have against Borrower Borrowers or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Foothill may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Foothill to Borrower either or both of Borrowers or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Foothill shall be under no obligation to marshal any property or assets of Borrower Borrowers or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Borrowers or any other Guarantorguarantor, and that a separate action may be brought against such any Guarantor, whether such action is brought against Borrower or another Guarantor or whether any Borrower or any such other Guarantor guarantor or whether any Borrower or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group of whatever remedies they may have against any Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to any Borrower or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group shall be under no any obligation to marshal any property or assets of any Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each GuarantorGuarantors, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees Guarantors agree that it is they are directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to Beneficiaries, that the obligations of such Guarantor Guarantors hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such GuarantorGuarantors, whether such action is brought against Borrower or another Guarantor or any other guarantor whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees Guarantors agree that its their liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at any time possess. Each Guarantor agrees Guarantors agree that any release which may be given by Beneficiaries to Borrower or any other Guarantor guarantor shall not release such GuarantorGuarantors. Each Guarantor consents Guarantors consent and agrees agree that Beneficiaries shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such GuarantorGuarantors, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Noteslaw. Each Guarantor agrees that it is directly, jointly and severally with each other Guarantor, liable to BeneficiariesSecured Parties, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower the Company or any other Guarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower the Company or another Guarantor or whether Borrower the Company or any such other Guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Secured Parties of whatever remedies they may have against Borrower the Company or any other Guarantor, or the enforcement of any lien or realization upon any security Beneficiaries Secured Parties may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Secured Parties to Borrower the Company or any other Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Secured Parties shall be under no obligation to marshal any property or assets of Borrower the Company or any other Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it he is directly, jointly and severally with each any other Guarantorguarantor of the Obligations, liable to BeneficiariesFoothill, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its his liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Foothill of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Foothill may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Foothill to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Foothill shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesLender, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Lender of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Lender may at any time possess. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Lender to Borrower or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Lender shall not be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. (a) This Guaranty is a primary and original obligation of each the Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each The Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guaranteed Obligations, liable to Beneficiariesthe Investors, that the obligations of such the Guarantor hereunder are independent of the obligations of Borrower the Issuer or any other Guarantorguarantor, and that a separate action may be brought against such the Guarantor, whether such action is brought against Borrower the Issuer or another Guarantor any other guarantor or whether Borrower the Issuer or any such other Guarantor guarantor is joined in such action. The Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any Investor of whatever remedies they may have against Borrower the Issuer or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessInvestor. Each The Guarantor hereby agrees that any release which may be given by Beneficiaries the Investors to Borrower the Issuer or any other Guarantor guarantor, or with respect to any property or asset subject to a lien or encumbrance, shall not release such the Guarantor. Each The Guarantor consents and agrees that Beneficiaries no Investor shall be under no any obligation to marshal any property or assets of Borrower the Issuer or any other Guarantor guarantor in favor of such the Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations. (b) Without limiting the generality of the foregoing clause (a), the obligations of the Guarantor hereunder shall not be released, discharged or otherwise affected by: (i) any change in the corporate, partnership, limited liability company or other existence, structure or ownership of the Issuer or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Issuer or any other guarantor of any of the Guaranteed Obligations; (ii) the existence of any claim, setoff or other rights which the Guarantor may have at any time against the Issuer, any other guarantor of any of the Guaranteed Obligations, any Investor or any other Person, whether in connection herewith or in connection with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (iii) the enforceability or validity of the Guaranteed Obligations or any part thereof under applicable law, or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Issuer or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Note Purchase Agreement or any other Note Transaction Document, or any provision of applicable law purporting

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesGuarantied Party for the benefit of the Lender Group, that the obligations of such each Guarantor hereunder are independent of the obligations of Borrower or any the other GuarantorDebtors, and that a separate action may be brought against such any Guarantor, whether such action is brought against Borrower or another Guarantor any other Debtor or whether Borrower or any such other Guarantor Debtor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Guarantied Party, on behalf of the Lender Group, of whatever remedies they it may have against Borrower another Debtor or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Guarantied Party on behalf of the Lender Group to Borrower or any other Guarantor another Debtor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries the Lender Group shall be under no obligation to marshal any property or assets of Borrower another Debtor or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance and not of collection which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of any instrument, writing or agreement relating to the NotesGuaranteed Obligations. Each Guarantor agrees that it Guarantor is directly, jointly directly and severally with each any other Guarantor, guarantors of the Guaranteed Obligations liable to BeneficiariesAdministrative Agent and Lenders, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor of Borrower’s Indebtedness, obligations or liabilities to Administrative Agent and Lenders (each an “Other Guarantor”) or whether Borrower DM3\3777657.3 or any such other Other Guarantor is joined in such action. Guarantor agrees that its Guarantor’s liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries of whatever remedies they may have against Borrower or any other Guarantor, or the enforcement of any lien lien, security interest, mortgage or realization upon any security Beneficiaries or collateral Administrative Agent may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Administrative Agent to Borrower or any other Other Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Administrative Agent shall be under no obligation to marshal any property or assets of Borrower or any other Other Guarantor in favor of such said Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesGuarantied Party, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Guarantied Party of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Guarantied Party to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Guarantied Party shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. (a) This Guaranty is a primary and original obligation of each the Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each The Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guaranteed Obligations, liable to Beneficiariesthe Investors, that the obligations of such the Guarantor hereunder are independent of the obligations of Borrower the Issuer or any other Guarantorguarantor, and that a separate action may be brought against such the Guarantor, whether such action is brought against Borrower the Issuer or another Guarantor any other guarantor or whether Borrower the Issuer or any such other Guarantor guarantor is joined in such action. The Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any Investor of whatever remedies they may have against Borrower the Issuer or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessInvestor. Each The Guarantor hereby agrees that any release which may be given by Beneficiaries the Investors to Borrower the Issuer or any other Guarantor guarantor, or with respect to any property or asset subject to a lien or encumbrance, shall not release such the Guarantor. Each The Guarantor consents and agrees that Beneficiaries no Investor shall be under no any obligation to marshal any property or assets of Borrower the Issuer or any other Guarantor guarantor in favor of such the Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations. (b) Without limiting the generality of the foregoing clause (a), the obligations of the Guarantor hereunder shall not be released, discharged or otherwise affected by: (i) any change in the corporate, partnership, limited liability company or other existence, structure or ownership of the Issuer or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Issuer or any other guarantor of any of the Guaranteed Obligations; (ii) the existence of any claim, setoff or other rights which the Guarantor may have at any time against the Issuer, any other guarantor of any of the Guaranteed Obligations, any Investor or any other Person, whether in connection herewith or in connection with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (iii) the enforceability or validity of the Guaranteed Obligations or any part thereof under applicable law, or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Issuer or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Note Purchase Agreement or any other Note Transaction Document, or any provision of applicable law purporting to prohibit the payment by the Issuer or any other guarantor of the Guaranteed Obligations, of any

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Noteslaw. Each Guarantor agrees that it is directly, and jointly and severally with each any other Guarantorguarantor of the Guaranteed Obligations, liable to BeneficiariesBank, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Bank of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Bank may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Bank to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Bank shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lenders, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Agent of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at any time possessby Agent. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower or any other Guarantor guarantor, or with respect to any property or asset subject to a lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Agent shall be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each other Guarantor, and any other guarantor of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such each Guarantor hereunder are independent of the obligations of Borrower any Borrower, each other Guarantor, or any other Guarantorguarantor, and that a separate action may be brought against such each Guarantor, whether such action is brought against Borrower any Borrower, any other Guarantor, or another Guarantor any other guarantor or whether Borrower any Borrower, any other Guarantor, or any such other Guarantor guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group or any Bank Product Provider of whatever remedies they may have against Borrower any Borrower, any other Guarantor, or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries to Borrower member of the Lender Group or any other Guarantor shall not release such GuarantorBank Product Provider. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Borrower any Borrower, any other Guarantor, or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Borrowers or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor or whether any Borrower or any such other Guarantor guarantor or whether any Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group or any Bank Product Provider of whatever remedies they may have against any Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to any Borrower or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of any Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesGuarantied Party, that the obligations of such each Guarantor hereunder are independent of the obligations of Borrower Debtor or any other Guarantorguarantor, and that a separate action may be brought against such each Guarantor, whether such action is brought against Borrower Debtor or another Guarantor any other guarantor or whether Borrower Debtor or any such other Guarantor guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Guarantied Party of whatever remedies they it may have against Borrower Debtor or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Guarantied Party to Borrower Debtor or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Guarantied Party shall be under no obligation to marshal any property or assets of Borrower Debtor or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, absolute and continuing unconditional guaranty of payment and performance of the Guaranteed Obligations which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesLoan Documents. Each Guarantor agrees that it is directly, jointly and severally with each any and all other Guarantorguarantors of the Guaranteed Obligations, liable to BeneficiariesLender, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, each person signing as Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Lender of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Lender may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Lender to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Lender shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes until the Guarantied Obligations have been paid in conditions, including any change of law or any invalidity or irregularity full in cash in accordance with respect to the issuance provisions of the NotesCredit Agreement and the Commitments have expired or have been terminated. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, if any, liable to BeneficiariesAgent, for the benefit of the Lender Group, that the obligations of such each Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such each Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower or any other Guarantor guarantor shall not release such any Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group shall be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesGuarantied Party, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Guarantied Party of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Guarantied Party to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Guarantied Party shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each GuarantorGuarantors, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesTerm Note. Each Guarantor agrees Guarantors agree that it is they are directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesBeneficiary, that the obligations of such Guarantor Guarantors hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such GuarantorGuarantors, whether such action is brought against Borrower or another Guarantor or any other guarantor whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees Guarantors agree that its their liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Beneficiary of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Beneficiary may at any time possess. Each Guarantor agrees Guarantors agree that any release which may be given by Beneficiaries Beneficiary to Borrower or any other Guarantor guarantor shall not release such GuarantorGuarantors. Each Guarantor consents Guarantors consent and agrees agree that Beneficiaries Beneficiary shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such GuarantorGuarantors, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each the Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each The Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesAgent for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such the Guarantor hereunder are independent of the obligations of any Borrower or any other Guarantorguarantor, and that a separate action may be brought against such the Guarantor, whether such action is brought against Borrower or another Guarantor or whether any Borrower or any such other Guarantor guarantor or whether any Borrower or any other guarantor is joined in such action. The Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries the Lender Group or the Bank Product Providers of whatever remedies they may have against any Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Agent may at any time possess. Each The Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to any Borrower or any other Guarantor guarantor shall not release such the Guarantor. Each The Guarantor consents and agrees that Beneficiaries neither any member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of any Borrower or any other Guarantor guarantor in favor of such the Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesAgent for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries the Lender Group and the Bank Product Providers of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries the Lender Group and the Bank Product Providers may at any time possess. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent on behalf of the Lender Group and the Bank Product Providers to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries neither any member of the Lender Group or any Bank Product Provider shall be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including conditions of any change of law Borrower or any invalidity or irregularity with respect to the issuance of the NotesGuarantor. Each Guarantor hereby agrees that it is directly, jointly and severally with each other GuarantorGuarantor and with any other guarantor of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such each Guarantor hereunder are independent of the obligations of any Borrower or any other Guarantorguarantor, and that a separate action may be brought against such each Guarantor, whether such action is brought against Borrower or another Guarantor or whether such Borrower or any such other Guarantor guarantor or whether any Borrower or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group or any Bank Product Provider of whatever remedies they may have against Borrower or any Borrower, any other Guarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower any Borrower, any other Guarantor or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Borrower any Borrower, any other Guarantor or any other Guarantor guarantor in favor of such any Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesNote. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to Beneficiaries, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Borrowers or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower Borrowers or another Guarantor or any other guarantor whether Borrower Borrowers or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries of whatever remedies they may have against Borrower Borrowers or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries to Borrower Borrowers or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries shall be under no obligation to marshal any property or assets of Borrower Borrowers or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each other Guarantor, and any other guarantor of the Guarantied Obligations, liable to BeneficiariesAgent and the Holders, that the obligations of such each Guarantor hereunder are independent of the obligations of Borrower any Grantor, any other Guarantor, or any other Guarantorguarantor, and that a separate action may be brought against such each Guarantor, whether such action is brought against Borrower any Grantor, any other Guarantor, or another Guarantor any other guarantor or whether Borrower any Grantor, any other Guarantor, or any such other Guarantor guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Agent or any Holder of whatever remedies they may have against Borrower STAC, any other Grantor, any Guarantor, or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries to Borrower Agent or any other Guarantor shall not release such GuarantorHolder. Each Guarantor consents and agrees that Beneficiaries neither Agent nor any Holder shall be under no any obligation to marshal any property or assets of Borrower STAC, any other Grantor, any Guarantor, or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notesnotes, if any, issued in connection with the Loan Agreement. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guaranteed Obligations, liable to BeneficiariesAgent and Lenders, that the obligations of such each Guarantor hereunder are independent of the obligations of any Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, each Guarantor whether such action is brought against any Borrower or another Guarantor any other guarantor or whether any Borrower or any such other Guarantor guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Agent or Lenders of whatever remedies they it may have against any Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Agent or Lenders may at any time possess. Each Guarantor agrees that any release which that may be given by Beneficiaries Agent or Lenders to any Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Agent or Lenders shall be under no obligation to marshal any property or assets of any Borrower or any other Guarantor guarantor in favor of such any Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes until the Guarantied Obligations have been satisfied in conditions, including any change of law full and the Commitments have expired or any invalidity or irregularity with respect to the issuance of the Noteshave been terminated. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, if any, liable to BeneficiariesAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group or any Bank Product Provider of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesAgent, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Agent of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Agent may at any time possess. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Agent shall not be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Subsidiary Guaranty is a primary and original obligation of each GuarantorGuarantors, is not merely the creation of a surety relationship, and is an irrevocable, absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesRevolving Credit Note. Each Guarantor agrees Guarantors agree that it is they are directly, jointly and severally with each any other Guarantorguarantor of the Guaranteed Obligations, liable to BeneficiariesBeneficiary, that the obligations of such Guarantor Guarantors hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such GuarantorGuarantors, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees Guarantors agree that its their liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Beneficiary of whatever remedies they it may have against Borrower or any other Guarantor, or the enforcement of any lien or realization upon any security Beneficiaries Beneficiary may at any time possess. Each Guarantor agrees Guarantors agree that any release which may be given by Beneficiaries Beneficiary to Borrower or any other Guarantor shall not release such GuarantorGuarantors. Each Guarantor consents Guarantors consent and agrees agree that Beneficiaries Beneficiary shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor in favor of such GuarantorGuarantors, or against or in payment of any or all of the Guarantied Guaranteed Obligations. Without limiting the generality of the foregoing, the liability of each Guarantor under this Subsidiary Guaranty shall be absolute, unconditional and shall not be affected or impaired by: a. any amendment or modification (whether material or otherwise) of the Guaranteed Obligations or any direction as to application of payment by the Borrower or by any other Person; b. any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other Person, as to the indebtedness of the Borrower; c. any payment on or in reduction of any such other guaranty or undertaking; d. any dissolution, termination or increase, decrease or change in personnel by the Borrower; e. the failure to give notice to any Guarantor of the occurrence of a Default or an Event of Default under the provisions of the Credit Agreement or the failure, omission or delay by Beneficiary to enforce or exercise any right or remedy under the Guaranteed Obligations; f. any taking, exchange, release or non-perfection of any security (including the Collateral), or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; g. any manner of application of any security (including the Collateral), or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any security or any other assets of the Borrower; h. the assignment of any right, title or interest of Beneficiary in the Credit Agreement or any other Loan Document to any other Person; i. any change in the corporate structure, or termination, dissolution, consolidation or merger of the Borrower or any Guarantor with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets of the Borrower or any Guarantor, the marshalling of the asset and liabilities of the Borrower or any Guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or readjustment of, or other similar proceedings affecting the Borrower or any Guarantor, or any of the assets of any of them; j. any payment made to Beneficiary on the Guaranteed Obligations which the Beneficiary repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding; or k. any other event or circumstance (including, without limitation, any statute of limitations), whether foreseen or unforeseen and whether similar or dissimilar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrower or a Guarantor, other than payment in full of the Guaranteed Obligations; it being the intent of each Guarantor that its obligations hereunder shall not be discharged except by payment in full of the Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other guarantor (including any other Guarantor) of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group, that the obligations of such each Guarantor hereunder are independent of the obligations of Borrower or any other guarantor (including any other Guarantor), and that a separate action may be brought against such any Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor (including any other Guarantor) or whether Borrower or any such other Guarantor guarantor (including any other Guarantor) is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group of whatever remedies they may have against Borrower or any other guarantor (including any other Guarantor), or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent or any member of the Lender Group to Borrower or any other Guarantor guarantor (including any other Guarantor), or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group shall be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor (including any other Guarantor) in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. (a) This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guaranteed Obligations, liable to Beneficiariesthe Agent, for the benefit of the Lender Group, that the obligations of such each Guarantor hereunder are independent of the obligations of the Borrower or any other Guarantorguarantor, and that a separate action may be brought against such each Guarantor, whether such action is brought against Borrower or another Guarantor or whether the Borrower or any such other Guarantor guarantor or whether the Borrower or any other guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group of whatever remedies they may have against the Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group. Each Guarantor hereby agrees that any release which may be given by Beneficiaries the Agent to the Borrower or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group shall be under no any obligation to marshal any property or assets of the Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations. (b) Without limiting the generality of the foregoing clause (a), the obligations of each of the Guarantors hereunder shall not be released, discharged or otherwise affected by: (i) any change in the corporate, partnership, limited liability company or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (ii) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, any member of the Lender Group or any other Person, whether in connection herewith or in connection with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (iii) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement or any other Loan Document, or any provision of applicable law, decree, order or regulation purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (iv) the failure of the Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; (v) the election by, or on behalf of, any one or more members of the Lender Group, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (or any successor statute, the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters; (vi) any borrowing or grant of a security interest by the Borrower, as debtor-in- possession, under Section 364 of the Bankruptcy Code or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters; (vii) the disallowance, under Section 502 of the Bankruptcy Code or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters, of all or any portion of the claims of the Lender Group for repayment of all or any part of the Guaranteed Obligations; (viii) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (ix) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, any member of the Lender Group or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 6(b), constitute a legal or equitable discharge of any Guarantor’s obligations hereunder or otherwise reduce, release, prejudice or extinguish its liability under this Guaranty.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of any Note, until the Notestermination of the Facilities and payment in full of all Guarantied Obligations (other than contingent indemnification obligations and obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank or Cash Management Bank shall have been made) and the Cash Collateralization, expiration or termination of all Letters of Credit. Each Guarantor agrees that it is directly, jointly and severally with each other Guarantor, liable to the Beneficiaries, that the obligations of such Guarantor hereunder are independent of the obligations of theany Borrower or any other Guarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against theany Borrower or another Guarantor or whether theany Borrower or any such other Guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries the Administrative Agent (on behalf of the Beneficiaries) of whatever remedies they may have against theany Borrower or any other Guarantor, or the enforcement of any lien or realization upon any security Beneficiaries the Administrative Agent (on behalf of the Beneficiaries) may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries the Administrative Agent to any Borrower or any other Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that the Beneficiaries shall be under no obligation to marshal any property or assets of theany Borrower or any other Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing irrevocable guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesLoan Documents. Each person and entity executing this Guaranty as Guarantor agrees that it is directly, jointly and severally with each any and all other Guarantorguarantors of the Guaranteed Obligations, liable to BeneficiariesLender, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, each person or entity signing as Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Lender of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Lender may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Lender to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Lender shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such each Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such each Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group or any Bank Product Provider of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notesnotes, if any, issued in connection with the Secured Loan Agreement. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guaranteed Obligations, liable to BeneficiariesLender, that the obligations of such each Guarantor hereunder are independent of the obligations of any Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, each Guarantor whether such action is brought against any Borrower or another Guarantor any other guarantor or whether any Borrower or any such other Guarantor guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Lender of whatever remedies they it may have against any Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Lender may at any time possess. Each Guarantor agrees that any release which that may be given by Beneficiaries Lender to any Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Lender shall be under no obligation to marshal any property or assets of any Borrower or any other Guarantor guarantor in favor of such any Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each other Guarantor, liable to the Beneficiaries, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower the Company or any other Guarantor, and that a separate action may be brought against such Guarantor, Guarantor regardless of whether such action is brought against Borrower the Company or another Guarantor or whether Borrower the Company or any such other Guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries of whatever remedies they may have against Borrower the Company or any other Guarantor, or the enforcement of any lien or realization upon any security Beneficiaries any Beneficiary may at any time possess. Each Guarantor agrees that any release which may be given by the Beneficiaries to Borrower Company or any other Guarantor shall not release such Guarantor. Each Guarantor consents and agrees that the Beneficiaries shall be under no obligation to marshal any property or assets of Borrower the Company or any other Guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guaranteed Obligation, liable to BeneficiariesPBC, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries PBC of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries PBC may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries PBC to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries PBC shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, absolute and continuing unconditional guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the NotesLoan Documents. Each person and entity executing this Guaranty as Guarantor agrees that it is directly, jointly and severally with each any and all other Guarantorguarantors of the Guaranteed Obligations, liable to BeneficiariesLender, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, each person or entity signing as Guarantor whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Lender of whatever remedies they it may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Lender may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Lender to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Lender shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Guaranteed Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with any other guarantor (including each other Guarantor) of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such each Guarantor hereunder are independent of the obligations of Borrower or any other guarantor (including each other Guarantor), and that a separate action may be brought against such any Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group or any Bank Product Provider of whatever remedies they may have against Borrower or any other guarantor (including any other Guarantor), or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower or any other Guarantor guarantor (including any other Guarantor), or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor (including any other Guarantor) in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such each Guarantor hereunder are independent of the obligations of any Borrower or any other Guarantorguarantor, and that a separate action or actions may be brought against such each Guarantor, whether such action is brought against Borrower or another Guarantor or whether any Borrower or any such other Guarantor guarantor or whether any Borrower or any other guarantor is joined in such actionaction or actions. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group or any Bank Product Provider of whatever remedies they may have against any Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to any Borrower or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of any Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each other Guarantor, and any other guarantor of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such each Guarantor hereunder are independent of the obligations of Borrower Borrowers, each other Guarantor or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower Borrowers, any other Guarantor, or another any other guarantor or whether Borrowers, any other Guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group or any Bank Product Provider of whatever remedies they may have against Borrower Borrowers, any other Guarantor or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower Borrowers, any other Guarantor or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Borrower Borrowers, any other Guarantor or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Purchaser Group, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Company or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower Company or another Guarantor any other guarantor or whether Borrower Company or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Purchaser Group of whatever remedies they may have against Borrower Company or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Purchaser Group. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower Company or any other Guarantor guarantor, or with respect to any property or asset subject to an Encumbrance, shall to the fullest extent permitted by law not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Purchaser Group shall be under no any obligation to marshal any property or assets of Borrower Company or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change conditions until full and final payment in cash (or other consideration acceptable to Guarantied Party in its sole discretion and agreed to by Guarantied Party) of law the Guarantied Obligations and the termination of all commitments of Guarantied Party to extend Credit to Debtor or any invalidity or irregularity with respect to the issuance of the NotesGuarantor. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesGuarantied Party, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Debtor or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower Debtor or another Guarantor any other guarantor or whether Borrower Debtor or any such other Guarantor guarantor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Guarantied Party of whatever remedies they it may have against Borrower Debtor or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Guarantied Party to Borrower Debtor or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Guarantied Party shall be under no obligation to marshal any property or assets of Borrower Debtor or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesLender, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Lender of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Lender may at any time possess. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Lender to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries Lender shall be under no obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower Borrowers or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor or whether any Borrower or any such other Guarantor guarantor or whether any Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group or any Bank Product Provider of whatever remedies they may have against any Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to any Borrower or any other Guarantor guarantor, or with respect to any property or asset subject to a Lien, shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of any Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor hereby agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesAgent, for the benefit of the Lender Group and the Bank Product Providers, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower or another Guarantor any other guarantor or whether Borrower or any such other Guarantor guarantor is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries any member of the Lender Group or any Bank Product Provider of whatever remedies they may have against Borrower or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries may at by any time possessmember of the Lender Group or any Bank Product Provider. Each Guarantor hereby agrees that any release which may be given by Beneficiaries Agent to Borrower or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries no member of the Lender Group nor any Bank Product Provider shall be under no any obligation to marshal any property or assets of Borrower or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original ------------------- obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions. Guarantor agrees, including any change of law or any invalidity or irregularity with respect subject to the issuance provisions of the Notes. Each Guarantor agrees Section 22 hereof, that it is directly, jointly and severally with each any other Guarantor----------------- guarantor of the Guarantied Obligations, liable to Beneficiariesthe Lender Group, that the obligations of such Guarantor hereunder are independent of the obligations of Borrower a Debtor or any other Guarantorguarantor, and that a separate action may be brought against such Guarantor, whether such action is brought against Borrower a Debtor or another Guarantor any other guarantor or whether Borrower a Debtor or any such other Guarantor guarantor is joined in such action. Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries the Lender Group of whatever remedies they it may have against Borrower a Debtor or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries the Lender Group may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Agent to Borrower a Debtor or any other Guarantor guarantor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries the Lender Group shall be under no obligation to marshal any property or assets of Borrower a Debtor or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.

Primary Obligations. This Guaranty is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Notes. Each Guarantor agrees that it is directly, jointly and severally with each any other Guarantorguarantor of the Guarantied Obligations, liable to BeneficiariesGuarantied Party for the benefit of the Lender Group, that the obligations of such each Guarantor hereunder are independent of the obligations of Borrower or any the other GuarantorDebtors, and that a separate action may be brought against such any Guarantor, whether such action is brought against Borrower or another Guarantor any other Debtor or whether Borrower or any such other Guarantor Debtor is joined in such action. Each Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Beneficiaries Guarantied Party, on behalf of the Lender Group, of whatever remedies they it may have against Borrower another Debtor or any other Guarantorguarantor, or the enforcement of any lien or realization upon any security Beneficiaries Guarantied Party may at any time possess. Each Guarantor agrees that any release which may be given by Beneficiaries Guarantied Party on behalf of the Lender Group to Borrower or any other Guarantor another Debtor shall not release such Guarantor. Each Guarantor consents and agrees that Beneficiaries the Lender Group shall be under no obligation to marshal any property or assets of Borrower another Debtor or any other Guarantor guarantor in favor of such Guarantor, or against or in payment of any or all of the Guarantied Obligations.